Lil Red and The Big Bad Vampire
by SpikeFan4Life95
Summary: Willow gets dumped by Oz and Spike gets chipped. If the events during and after the episode The Initiative went a bit differently. AU. Some dialogue taken from the episode - credit for those goes to Joss and Mutant Enemy, ect.
1. Dumped & Drunk

A single tear slid down the red head's cheek as she clutched her PEZ in her pale hands. The witch on it appeared blurry as the tears kept filling her eyes. Oz had left her. _It's all Veruca's fault_ Willow thought sadly. If she and Oz would have never done what they did he'd still be here. Now all she had left was a stupid toy. In an uncharacteristic burst of rage, Willow scooped up the goofy dog PEZ she had bought to go with her little witch and threw it across the dorm room she and Buffy shared. The head of the PEZ broke off from the body of it. Willow remembered the day she bought it perfectly...

_"Oz! Lookie, it's a little doggy PEZ! We can pretend it's a werewolf and my witch can finally have a boyfriend! She was getting lonely," Willow said with a grin as she squeezed Oz's hand. He gave her a small smile and squeezed back._

_ "I don't know he's a bit goofy looking. Is there a striking resemblance?" Oz asked as he held the PEZ up to his face. Willow giggled and decided then and there that she needed to have that PEZ._

Its shattered form on the floor resembled Willow's insides. She felt hollow, lost. Buffy was out with Riley, she didn't know Oz had left yet, so Willow was alone to deal with her heartbreak and grief. She felt sorta betrayed in a way. She had been there through all of Buffy's heartache with Angel and Parker, yet Buffy was too tied up with Riley now to care. With a defeated sigh, Willow opened up their mini fridge and was hoping to find some nice ice-cream to gorge herself with. As with the theme of the night, luck was not on her side. There was no ice-cream, just a questionable piece of cheese. Willow's tears turned into full on sobs. The whole weight of his absence just smashed into her like a semi-truck. He was gone and he'd left her behind. She curled under her covers after that, and finally fell asleep when she ran out of tears.

"Bloody hell!" Spike yelled as he bolted out the exit of the secret soldier place. Wanker soldiers. If that poor sap with the skull t-shirt wouldn't have been there, it would have been him who'd have gotten dusted. Spike shivered at the thought. He was too damn attractive to go up in a puff of smoke. _Speaking of smoke, _Spike thought as he dug around in his pockets. He sighed exasperated. They took his cigarettes, but left his Zippo lighter, as if to torment him. "Well then, I guess I'll just have to get em the old fashioned way. Wring somebody's neck," he said with a devilish grin.

After only a short while of walking, he found the perfect lil convenient store with a cute cashier. "Hello luv," he said slowly, grinning seductively at her. She practically melted under his gaze. "I'll be needing some cigs, but pity, I'm fresh outta cash, mind giving me a freebie just this once?"

She giggled nervously, but replied, "my boss is gonna kill me," as she grabbed the packages of cigarettes he had gestured to.

"Won't need to be worrying about that, pet, I actually need a drink as well." Without warning he lunged across the counter and tackled the girl to the ground. She opened her mouth to scream, but he covered it in time. "Now, now, none of that sweetie, it won't hurt...too much." His fangs slowly grazed her soft throat as his game face shined through his human façade. He bit down, hard, only to pull away in agony, clutching at his aching skull. "OWWW! What the hell did you do you silly bint?"

"I-I didn't do anything," she sobbed as he stood up, clutching her almost munched neck. She trembled in fear as he glared down at her.

"As intoxicating as your fear smells, I need to figure out what those soldier boys did to me. I can't even bite anyone!" He threw his hands into the air and walked towards the door. Just as he was crossing the threshold, he looked back at the still cowering girl. "Thanks for the cigs by the way, 'preciate it, luv." He cackled at the expression on her face. _Now who can figure out something like this? _Spike asked himself before the light bulb went off in his head. Time to pay a little visit to Red, and maybe the store clerk was a fluke; maybe the Big Bad still had it. He grinned at the possibility of tasting the Slayer's little witchy friend.

Willow jerked awake to the sound of loud knocking on the door to the dorm room. _Buffy must have forgotten her key...again. _Willow was too groggy to realize that thought made no sense since the door was already unlocked. "Come in," she said sleepily, burrowing herself deeper into the covers.

"Don't mind if I do. Long time no see, Red," came the smooth, clearly British-voiced reply. Only one person had ever called Willow Red in her live. She gasped, leaping up, tangling herself in the sheets in the process. "Spike! What are you doing here?" She asked in an attempt to distract him.

"Well you did just invite me in," he replied mockingly. As he picked up the shattered PEZ from the floor, Willow made a mad dash for the door. She was promptly grabbed by the throat and tossed back towards her bed when she tried to duck under his outstretched arm. "Tsk-tsk, aren't scared of the Big Bad Wolf are ya lil Red?" He then looked at the PEZ wolf he was holding. "No, just looks like you have some fiery rage against them."

"Spike, w-what do you want? Another spell? I-I can do that," Willow was terrified. This was the man who had kidnapped her and almost killed Xander with a Bunsen burner. And now he was sober, which was worse than drunken Spike.

"Listen, I'll give you a choice. Now I'm gonna kill you, no choice in that, but I can let you stay dead or bring you back... to be like me," He said as he slowly stalked towards her. His face morphed into his vamp face as Willow replied, "I-I'll scream," while stumbling on her words. _Thanks Buffy, first Oz and now I'm going to get eaten by a bloodsucking fiend. Way to be here for me_ Willow thought sarcastically. Spike's fangs become exposed when he leers in her face and grins.

"Bonus," he said before attacking her. She screamed like she had warned, and he just turned up her music that was playing softly to a volume that left her certain nobody would hear her, even if he took off his hand from her mouth. She pretty much gave up after that, she was going to die in this dorm room and nobody was going to save her. She prepared herself for the worse when Spike threw her down on the bed, pinning her down. He snarled and bit down on her neck.

"OWWW!" He yelled, pulling back from her. "What the bleeding hell is wrong with me!" He yelled once again, coming to a sitting position on the end of the bed. Willow cautiously sat up, a hand on her neck. She pulled back her hand, he had barely broken the skin before he had freaked out, clutching his head in pain. "A-are you ok?" she asked and Spike snorted. "Yeah yeah, let's try this again," he replied before trying to bite her again. He got the same results, a sharp agony pounding through his skull.

He slouched over on the edge of the bed and complained. Somehow after thirty minutes of talking and trying to figure out what was wrong with him, he asked her to go get a drink with him. He had claimed, "I really need a drink right now, drowning of the sorrows and all that." She shrugged and reluctantly agreed; it's sad when a soulless vampire is the only one that notices her pain. She kicked him out so that she could change into some jeans and a baggy sweatshirt. Spike appraised her when she stepped out of the dorm room. She gave him a questioning look and he replied, "Just cos your heart got broken doesn't mean you should lose all awareness of your appearance. I mean even when I was devastated by Dru leaving me, I still looked bloody brilliant." Willow rolled her eyes and said, "C'mon before I get some common sense and change my mind," Spike shrugged and started leading her out of the building. They walked in comfortable silence, until they ended up in the seedy part of Sunnydale. _ I must be miserable if I'm going to drink with a demon_ she thought as she sighed and shivered. Her nerves were frayed and she was terrified to be near a demon bar with a vampire, especially Spike. A.k.a William the Bloody, the super evil vampire whose evil deeds almost match those of Angelus's. With her luck, they'd get attacked by a demon and Spike would leave her to die.

"C'mon, luv, at least pretend to be excited. I mean you're out with an attractive guy like myself and all you're doing is moping about the wolf boy who didn't know what he had. I bet he's finding out now," Spike told her, almost as if trying to cheer her up. Willow shrugged and they walked into Willie's bar. Willie sent Willow a questioning gaze that was silenced when Spike approached the counter and said, "A round of drinks for my lady and I. We'll be needing a lot." After waiting for Willie to scramble to get their drinks, Spike grabbed Willow's hand and led her to a booth near the back of the bar.

Willie came by with an armful of drinks, and sat them down on the table. "Ya know, just because I serve demons doesn't mean I serve minors," Willie said, gesturing to Willow. She was about to stutter out an embarrassed response, but Spike beat her with his own type of reply. Willie made choking sounds as Spike's hand shot out to grab him by the throat. He made sure not to exert too much pressure, considering it seemed to him like he was unable to hurt anything. "Sod off," was his only command before he dropped Willie to the ground and the bartender scurried away like the rat he was.

"Finally some bloody peace and quiet," Spike stated before downing his drink. Willow sipped lightly at hers, nearly gagging. "Red can't handle her liquor?" He teased her. She glared and choked down her entire drink, and got some more just to prove him she was tougher than everyone thought. _I'll show him!_ She thought. _I'll show everybody that I can be cool like Veruca_. Willow bet that Veruca could hold her liquor.

Hours later, they stumbled out of Willie's bar, laughing hysterically. They'd been tossed out for being too boisterous. Willow was totally smashed, and Spike was right along with hereven though it had taken a lot more for him to get inebriated than it took her. Willow was telling a drunken tale of how lame Oz was and they snickered and staggered about, keeping balanced by clutching onto each other.

"Your face is so pretty," Willow said before giggling. Spike laughed too and wrapped his arms around her, planting a kiss on her mouth. She sent him a questioning look, "why'd you do that?" "I don't really know, pet," was his reply. Suddenly they tripped and fell in an alley. They were both out cold.

The sun peaked over the horizon, casting a ray of sunlight on a pale, bare arm. The arm began to sizzle until a flame burst up, slowly taking over the hand. Spike yelled out in pain, screaming all sorts of profanities while trying to put out his burning hand. He was flapping his arm about like a psychotic bird. Willow squeaked and sat up from her place entangled with Spike. She saw him and screamed and jumped back. He had finally gotten his flaming hand under control and was confused for a moment. _What's Red doing here? _He thought, before remembering the events before he started drinking. "God, I have the worst hangover ever, getting sober is bloody terrible," he complained, his uninjured hand pressed to his forehead. Willow was feeling similar pain, and also the fact the wonderful numbness went away.

"Crap! Buffy!" Willow yelped, looking for her sweatshirt that was a couple feet away. "Bollocks, what about the Slayer?" Spike was putting on his duster and realized he was trapped in that alley til the sun came down again. "Bloody hell, now I'm stuck here!" Willow shrugged apologetically and was about to wander off, but at the last second she turned back towards Spike. "So...um I'm free tonight if you want to...I mean if you don't it's ok I'll just-" Spike interrupted her before she could continue. "Sure Red, I'll be here, you can show up if you want. 11 o' clock." Spike perked up when he spotted a manhole cover with the lid slightly askew. He turned his back on Willow and uncovered it. "O-ok, well um goodbye then, see you tonight," Willow said with a small awkward wave as she walked out of the alleyway and into the sunlight. She grimaced and squinted as the light hit her eyes; it made the pounding in her head even worse. She shook her head confused as to why she was going to meet up with Spike again tonight, it just didn't make sense. I guess kissing him didn't either though. _Oh my god! We kissed! I locked lips with a demon! Oh god..._ Willow thought as she blurrily remembered him kissing her before they both passed out. Guilt immediately surged through her. She felt horrible for leaving with a demon, Spike of all non-people! The guilt washed away and was replaced by anger towards Buffy. She hadn't been a loyal friend as of late.

Spike watched as Red walked away and down the street. He shook his head, puzzled. Just a year ago he was threatening to shove a glass bottle through her face, and now they were drinking together? Spike licked his lips remembering the brief kiss they shared. He quickly pushed the thought from his mind, it was just too weird. Spike glanced down at the now uncovered manhole, shrugged and then dropped down underground. He landed with a thump and a slight splash as his feet connected with a small puddle. It smelled absolutely putrid as he started off in the direction of his crypt. He had become well acquainted with these sewers in his time in Sunnyhell and knew which way to go. As he took a step forward he heard a soft crunch and picked up his foot to see what he stomped on. It was an egg of sorts. _Bollocks_he thought when he realized he was in some sort of nest. Spike immediately took off down the sewers; he didn't want the wrath of an angry mama demon upon him.

Willow scurried to her first period class, Psychology with Professor Walsh, and squirmed under the Professor's hard stare. "Tardy Miss Rosenberg, next time I won't be so nice about it. Take a seat. Quickly now since you've already interrupted my lecture and have disturbed your classmates' learning," The professor stated bluntly and Willow sheepishly took her usual seat next to Buffy. Buffy was too busy making googley eyes at Riley to even notice Willow taking her seat. She rolled her eyes and pulled out her notebook and pen and started scribbling down her notes. After class ended, Willow picked up her supplies and started to leave. Her head ached and she honestly just wanted to sleep until eleven came around. Buffy was still gathering her stuff, so Willow figured she'd be able to sneak out unnoticed until a strong arm landed on her shoulder.

"Willow, are you alright? I've never seen you tardy to class before or so willing to leave it. Buffy was worried about you." Willow looked at Riley and forced a smile, "I'm sure she was, but I really need to get going, lots of important collegey stuff to do, you know how it is, tell Buffy I'll see her later," Willow said and walked away as fast as possible. Riley scrunched his face up in confusion, but shrugged and hugged Buffy when she approached him. "Where's Willow going? I haven't seen her since class yesterday," Buffy commented as they walked out hand in hand. That's the last Willow heard before she made it around the corner and away from the couple.

Spike sighed with relief when he made it to his crypt. He took a nice warm shower thanks to the running water he had installed earlier that week, and then he peeked at the clock by his bedside. _Only five...what to do til I get to see lil Red?_ He wondered as he walked into his un-living room area. Spike switched on his TV to Passions and went into his mini-fridge. He had some blood bags he'd filched from the local blood bank during his last raid there. He sighed and tore it open, guzzling it down. It was horrible cold, but it was better than nothing. Spike pulled out a bottle of scotch and seated himself in front of the screen. He dug in his pockets until he found his Zippo and lit up a cigarette.

It was going to be a long six hours. He hadn't a clue as to why he was looking forward to seeing Red.


	2. A Date?

**A/N: **Sorry for the wait! Here's chapter two! Reviews would rock. Oh and the first paragraph includes the last line from the first chapter, I needed it in the sentence.

It was going to be a long six hours. He hadn't a clue as to why he was looking forward to seeing Red; Spike figured it was the fact that he might be able to scare her into helping him. Or- he grinned mischievously at the thought of it – he could use her feelings against her and manipulate her into thinking he had feelings for her. It was horrible, at least the old human him would have thought so, but to his demon self it was brilliant. Emotions, as he knew, had the pesky problem of getting in the way and mucking things up.

He wanted to believe that was the only reason he was even giving the little witch the time of day, but he had to admit the attraction was there. She was a good-looking girl, and Spike certainly had a weakness for those, and she was smart. Spike knew he didn't use his brain for very much, he used his feelings, followed his blood, and his blood was whispering her name, soon it would grow until it drove him insane. That's how it'd been with Dru at first. He felt like he would combust just being near her, before he'd caught her with Angelus. That had put a damper on their relationship. After that, his deep devotion to her was all that had really kept him around, he had loved her, but it wasn't all consuming.

All consuming was what he needed. For a vampire, he loved emotions. That's probably what started his obsession with Passions actually. Emotions kept him going and made him laugh in a fight, and generally feel alive for an undead evil thing. Buffy – oh god how he hated _her_ – always said how unfeeling soulless demons are, but really, not having the soul just made emotions more enjoyable. Doing anything without even a glimmer of guilt? It was bloody brilliant really. At times he'd felt a flicker of guilt, but it was usually immediately covered up with delight. He liked to ignore the fact he felt emotions much more powerfully than other vampires.

Puffing out smoke from his cig, he leaned back in his seat and started to doze off. He needed to sleep off his hangover. Spike thought that after a little over a hundred years of being alive he would have figured out hangovers were a nightmare.

Hours later, 9 o' clock drawing to an end and a few minutes from ten, Willow lazily sat up and rubbed her eyes. _Oh crap, _she thought, realizing she had missed her Latin class by napping. Immediately after stepping in her room, she'd dropped her bag and fell on her bed, fully clothed. When she glanced down, she realized Buffy must have come in during the day and placed a blanket on her. The negative feelings towards her friend eased a little bit, but Willow was going to need to discuss things with her, and soon. All the negativity was unhealthy and would start messing with her magic mojo, as Xander called it.

She glanced at her clock and sighed. She still had an hour until she had to 'go study at the library.' It was her prime excuse for everything she didn't want Buffy to know about, admittedly it wasn't much, but Willow had a feeling that all would be changing. Just the thought of meeting somebody – Spike of all non-people- behind Buffy's back sent a shiver of excitement up the witch's spine. It felt kind of good to be bad. Granted she'd never _really_ be bad, but it was still fun to pretend.

With a huge effort, Willow managed to pull herself from under the blanket and scuffle over to her closet. It was miniscule, but she didn't really mind as much as Buffy had. Pulling out a pair of dark wash jeans and a plain red sweater, she realized it was her only non-childish outfit in there. Willow would have to fix that. She quickly changed and then glanced at herself in Buffy's full length mirror, trying to decide if she looked ok.

In the middle of her appraisal, the door swung open and Willow whipped around, heart pounding. When she realized it was just Buffy, she heaved a sigh of relief.

"Somebody sure is twitchy, watcha doin, Wills?"

"Hah! Twitchy? Yeah right. And um doing? There's no doing over here, nope lots of inactivity really." Realizing she was starting to babble, she stopped and figured now was as good a time as any to look for some shoes. She dug in her closet, trying to find some boots, so she didn't see Buffy looking at her worriedly. Buffy had heard from Xander that Oz had up and left in the middle of the night. She felt bad for her friend, but had no idea what to do. Willow was the sweet comforting one; Buffy had never had to be the same to Willow.

"Oh, ok. Are you going somewhere? I haven't seen you much lately. We seriously need some girl time. Manicures, popcorn and boy talk!" Buffy didn't realize her mistake until Willow stiffened from her spot on the floor. With a pair of boots in hand, Willow stood up, turning around at the same time, an expression of hurt clear on her face. She was trying desperately to cover up the heartbroken look she knew was on her face, and she smiled a big fake smile before replying to Buffy's suggestion.

"Oh, sorry Buffy, I have to g-go to the library. You know big paper due and stuff. B-but maybe tomorrow night? I miss talking to you, sorry about having to re-schedule that girl time. Maybe you can ask Riley to come over while I'm gone," Willow didn't mean for it to, but her comment came out a bit snarky. Before Buffy could comment on it, Willow had her bag in hand and was out the door. With a puzzled look on her face, Buffy took Willow's advice, picked up the phone, and called Riley.

Wishing she'd grabbed a jacket before she walked off; Willow made her way across the campus. Tears were burning in her eyes and she tried to be angry instead, but she just couldn't. It didn't matter how much she wanted to hate Oz, she couldn't. He'd been her rock, her stoic, supportive boyfriend. She guessed that maybe she deserved to feel like this. She had cheated on Oz before, so she deserved to be miserable.

No. No she didn't. Nobody deserved to feel like this. Now she understood how Spike felt when Drusilla left him for dead. No wonder he went all 'grr,' threatened to run her face through with a bottle, and tried to bite her. Glancing at her watch, which read 10:40, she wondered once again why she was even bothering with Spike. Yeah, it felt exciting and dangerous, but Spike was bad! He was an evil, evil man. Well vampire.

"Ahhh!" she yelled out in exasperation. Some students walking by shot her a strange look and she stuck her tongue out at them. That decided her, she was going to see Spike tonight and nobody and nothing was going to stop her. Finally off of the college campus, Willow hurried to the alley where her and Spike had passed out the night before. She was a few blocks away, but she was already on edge. This part of town struck fear into her bones, she didn't even think she had a stake with her, not like it'd do anything useful. Her unease just kept on rising, especially when she arrived where they planned to meet and he wasn't there.

_Typical_, she thought, sliding into a sitting position next to the wall. She'd wait a few more minutes, maybe he was just late. Willow sighed, running a nervous, shaky hand through her hair. Why did she even think he would show up? Nobody wanted her, not even a dead, British vampire.

"Think I'd stand you up, Red?" Spike appeared from the shadows, cigarette in hand. His blonde hair was sticking out a bit haphazardly, his pale skin even paler and dark circles under his eyes. He looked like he didn't feel good.

"Are you alright, Spike?" Willow asked as she glanced up at him. She felt kinda bad for him. She'd forgotten about the whole no bitey deal. "Can you um bite?" Willow asked, making a 'grr' face at him. He sighed heavily and sank down next to her, looking rather depressed.

"Sadly not, believe me I tried until my head felt ready to split in half. It's settled then. I'm pathetic," he put his head in his hands and Willow felt really bad for him. She hesitantly reached her hand out and patted his shoulder. He unconsciously leaned into her hand and shivers went up her spine. She couldn't help but be excited about doing something she really shouldn't.

"You're not pathetic. I mean hey, you still look pretty darn scary. You could have animal blood, maybe talk to the butcher? I know it's not what you want, being a vampire and all, but it has to be better than wasting away into nothing right?" Willow tried to comfort the unhappy vampire.

Spike shot up from his place on the ground and whirled around towards her, "And be a bloody poof like Angel?" he asked, scorn dripping from his voice when he spoke of his sire. "I guess it's better than nothing. Want to tag along, ducks?"

Willow shrugged and stood up to follow him, figuring she had nothing better to do, and his current state was making her forget he was evil. They walked in silence all the way to the butcher shop, which was closed, but Spike busted down the door and drank his fill of blood while Willow glanced around nervously. It was scary seeing his vamp face.

"C'mon, let's go to the Bronze, you like that place don't you, Red?" Spike offered, figuring he could get her drunk and have his way with her. In her current state, it would be pretty easy. He felt her eyes on his face and shifted uncomfortably. She reached into her bag and pulled out a tissue, placing it by his mouth.

"You missed some," she explained while she wiped off excess blood from around his mouth. They couldn't go to the Bronze with him all bloody looking. Satisfied with the results, she tossed the tissue into the trash and smiled at him. He looked much better after drinking all that blood. The dark circles under his eyes were less noticeable, and he was back to his normal amount of paleness.

"I would like that. Going to the Bronze, I mean." Willow said and he placed his arm over her and they walked out, towards the club, the only half-way decent joint in Sunnydale. Spike grinned to himself, repeatedly telling himself he was grinning because she was easy to coerce into a 'date' with him. He figured it was considered a date. Alcohol and dancing was a date right? Willow was practically glowing next to him, she was enjoying somebody finally paying a little attention to her, it was all she wanted, just a little attention every once in a while.

Behind them, a large, slimy demon watched their retreating figures disappear around the corner. Disappointed in the delay, but smart enough not to head further into the more populated area of Sunnydale, the demon sulked back to its lair in the sewers, biding her time until she could enact her revenge.


	3. Dirty Dancing

**A/N: **This was my favorite chapter to write thus far. Music helped a lot! Especially Katy Perry's E.T. and Lady Gaga's Edge of Glory. I normally don't like these two singers, but they were helpful in writing this. Thanks for all the awesome reviews! Also, got the last sentence from season 6 and what Rack said about Willow, figured I'd use it. I've realized I haven't ever written a story without Spike getting beat up or catching on fire or both, it entertains me for some reason.

She couldn't breathe. At least that's how she felt with Spike's strong hand intertwined with hers. She hadn't felt this way in a while, Oz always treated her as if she was a fragile, breakable thing, but Spike had no problems touching her whenever, and wherever he wanted. It was nerve-wracking, but the recent alcohol in her system reduced her inhibitions. She had promised herself that day she would never drink again, but what did she have to lose? She was _so_ done being Old Reliable. It was time to do something spontaneous and wild, Spike was perfect for that.

Downing their drinks, Spike led his lil' redhead to the dance floor in the Bronze. He grinned at all the jealous looks the pair received. The women envious of her and the men ready to choke him for the girl attached to him. A powerful bass shook the room and it went straight to Willow's bones. Spike's hand trailed to naughty places, but she didn't care. She was so lost in the music that it didn't matter. Her body heated up as they danced to the fast-paced music. The only thing keeping her from combusting was Spike's cold body pressed against hers.

It was amazing, Spike never danced this way with Drusilla, and he was honestly surprised he was dancing like this with Willow of all people. It was steamy and almost too hot for the dance floor. He kept telling himself he was just messing with her head, but his body was reacting differently. If they kept this up, he'd take her right here in the middle of the Bronze. For a nerd, Red sure knew how to drive a man crazy, in the good way.

Breathing heavily from exercitation and sexual tension, Willow wiped a hand across her sweaty forehead. She really wished she hadn't worn a sweater. The sleeves were pushed up and she still felt ready to explode. That might be Spike and the alcohol's fault though. She glanced at her watch and nearly gasped at the time, they'd been at the Bronze forever. The crowd in the club was beginning to thin, and exhaustion swept over Willow. She'd had way more drinks than she should have. She should have known she couldn't keep up with Spike's drinking, and she shouldn't have even tried to.

Spike looked down at the exhausted witch as they slipped into a slow dance, in contrast with the fast and wild music playing. They were in their own world; nothing else was even registering on their radar. Willow grinned even though her stomach hurt and she felt kinda pukey. She hadn't had this much fun in…well never.

Across the club, two of Riley's friends were seated at a table, watching the couple. They just happened to be part of the Initiative. The darker skinned one turned towards the other and raised a questioning brow at him.

"That looks like Hostile 17, don't you agree? Should we check it out?"

"Why would the Hostile be at the Bronze? With a human no less, I think you're just bored and want some action. C'mon, I heard some of our boys were hunting an angry demon in the sewers; apparently she injured a few of them pretty badly. We should probably go check it out." The two stood and left a few dollars on the table for their drinks. The soldier boys passed right by Spike, and only when they were that nearby did he notice and stiffen next to the witch. She lifted her head off of his chest and glanced at him questioningly. He smoothed back her hair and stared into her endlessly green eyes. They were bright, almost feverish, and Spike felt compelled to lose himself in them forever. Of course he couldn't, it was already 4 in the morning, and he didn't want Buffy to freak out and come looking for her friend and find her in the arms of a soulless demon.

"C'mon, pet, it's getting late, or early dependin' on how you look at it, I should get you home." Spike hated being chivalrous. He wanted to just whisk her away to his crypt and have his way with her, but his ego wanted her to come willingly and sober. Taking advantage of women just wasn't his thing. He liked them just begging to get with him, and from the looks Red had been shooting him all night, he figured that time wasn't too far away.

"Already?" She asked him, pouting. She didn't want to go back to being normal, boring Willow. She kinda liked this adventurous Willow she was discovering.

"Yeah, sorry, luv, I don't exactly want Buffy staking me for being near you," Spike admitted as he led Willow out the back exit. He had to really focus on not looking at her, he hadn't been with anybody since Harmony, and that didn't count since the girl had annoyed him enough that he wanted her dead, and it was extremely hard for him to focus after the dancing they did that night. A cold shower was in his near future.

They exited quietly and barely made it around the corner before a snarling demon cut them off. Willow screeched and hid behind Spike. She wouldn't have been able to take it on sober; being drunk off her butt made it that much worse. Spike's eyes widened in shock as he realized the demon was a female and _pissed_ at him. It glared at him menacingly and hissed, spittle flying from its mouth. He knew what this was, he looked at his boots, where there was still a little bit of mush and shell from the eggs he had accidentally stomped all over in the sewers that morning, looks like he found the mama demon.

Without warning it charged at him and he barely tossed Willow out of the way before the demon was on him, going for his throat. She wanted him to suffer for killing her babies. Spike yelled out as he tried to keep the thing off of him. He didn't know if trying to hit it would cause his chip to go off, so he'd try to not injure it and get away at the same time.

Willow meant to catch herself on the nearby wall, but being drunk made her careen into the brick wall and fall into a heap on the hard concrete ground. She tasted coppery blood and she wiped her hand across her mouth, blood now smeared on her hand. Shakily, she tried to get to her feet and look for something to distract the demon with. She spotted a glass bottle and lunged for it, lurching around and nearly collapsing to the ground. Willow managed to stay on her feet and she hurried to where Spike was narrowly avoiding having his throat ripped out. She pulled back her arm and sent the bottle crashing onto the demon's head as hard as she could manage. The glass shattered and pieces scattered all over, some slicing her and Spike as they flew around all three of them.

The demon snarled and whirled around towards the red head and forgot all about Spike. The demon threw herself at the defenseless girl and grinned. This one would be easier to kill anyways. Spike shot to his feet when it leapt at Red. A few days ago and he would have left her for dead and saved himself, but after tonight, there was no way he could do that. She'd been nice to him and had just tried to save him. He told himself he was just saving her until he could kill her himself, but by now he even knew that the attempts to convince himself were futile. Spike growled and immediately put on his 'game face,' his yellow eyes glowing with rage. Reaching his hand out, he grabbed the demon by the scaled neck, surprised he felt no searing pain, and threw it into the opposite wall.

"Get out of here!" He yelled at Willow and she nodded and bolted around the corner as fast as she could with her blood alcohol level. The demon scrambled to its feet and turned around to go after Spike. It knocked him into a group of trashcans and he whacked his head on the wall behind the cans. Snarling, the two demons went at each other, a whirl of arms, legs, and teeth. Finally, after a blood bath, Spike gripped its neck in his blood-slicked hands and twisted sharply, letting the limp body fall to the ground. He sighed heavily and sank to the ground alongside it. He had taken one hell of a beating, and living off of animal blood made it that much worse. Blood stained his face and was splattered in his hair. He just hoped Red had gotten away.

As if his thoughts summoned her, she peeked her head around the corner and ran towards him when she saw him on the ground. She felt bad for him, he looked really beat up.

"Spike, are you alright?" She asked him, helping him to his feet. He laughed sarcastically as she led him out of the alley. Once again they found themselves supporting each other; the only thing that kept them from toppling to the ground was Willow's shear will of getting him to his crypt.

"Just bloody dandy, one helluva fight back there eh, Red?" Spike replied, the only good thing that came from that was an adrenaline rush and finding out he could maim and kill demons. His un-life wasn't totally ruined. It was mostly silent on the way back to his crypt, each so tired they were ready to drop. They both let out a sigh of relief when his crypt came into view, and they picked up the pace.

It was almost dawn when Willow opened the door to Spike's nearly barren crypt. She helped him to his chair and dug around in his fridge, a bit nervous when she found human blood bags, but she said nothing as she poured it into a cup and handed it to him. He was coated in bruises, cuts, and blood and she couldn't help but feel bad. He gratefully took the cup from her and downed it in hardly any time at all. He set aside the cup and looked at Willow.

"You better go before somebody starts looking for you. The sun is almost up, you'll be safe on the way back to your dorm," Spike told her; disappointed he hadn't even gotten a kiss out of the night. Willow smiled at him and as if she read his mind, bent down and placed a kiss on his bloodied lip. It was a bit more adventurous than Spike would have thought from the girl and he grinned to himself as she let herself out, promising she'd check on him later after she got some sleep. His tongue darted out and ran across his lips, tasting blood from where she'd bitten her lip during the fight in the alley and he closed his eyes, enjoying the taste of her on his lips. She tasted like strawberries.


	4. An Unexpected Surprise

**A/N: **I'm aware that this update took me forever. I needed to figure out a lasting plot, and I have found it. Thanks to all you wonderful people who have reviewed and added my story to your alert list! You guys rock! Stay tuned for the next chapter, it won't take me nearly as long.

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><p>Willow didn't know how she managed to make it back to her dorm. She was exhausted and the adrenaline she had experienced earlier was fading, and her head was pounding. She honestly felt like crap. Kissing Spike had been nice, well ok more than nice, but she wasn't going to focus on that. He tasted like blood, cigarettes, and alcohol, honestly something that one would think would not be enjoyable, but on Spike it was beyond amazing.<p>

Mentally slapping herself, Willow stumbled up the stairs and towards the bathroom on their floor. She couldn't go in the room with blood smeared all over her and looking like hell. Pushing open the door, Willow held back a gasp when she spotted herself in the mirror. Her hair was a wreck, the red locks sticking out all over the place and in some parts plastered to her head, there was blood smeared on her face and she had a puffy lip. Bruises lined her arms and face too. It must have come from her face and side smashing into the brick wall. She hurt, but at least for once it was physical rather than emotional.

Deciding she couldn't go back to her dorm room looking like she did, she gathered her extra shower items she had stored in one of the showers and turned on the water, stripping off her bloodied, sweaty clothes. Willow was actually surprised that nobody had taken her stuff, and surprised she had left an extra towel in there. Sticking her hand in the water and satisfied it was warm enough, she stepped inside and hissed slightly in pain as the water ran into some of the various cuts she had on her body. She hadn't done anything and she was still this injured, she felt bad for Spike. He looked like he'd been in a lot of pain.

After cleaning herself off, Willow wrapped the warm fluffy towel around her and padded barefoot to her door, glad that Buffy never remembered to lock the door. She had the mentality that if she could handle vampires and demons, she could handle horny boys wanting to peek into their room. She quietly opened the door and looked around, puzzled. Buffy was gone and it didn't even look like she'd messed up her bed. Panic shot through Willow. Buffy had gone out. What if she had been at the Bronze and Willow hadn't even noticed? She buzzed about the room, feeling nervous and thinking of possible explanations to a very upset Buffy. Glancing at the alarm clock by her bedside, Willow sighed. Her first class of the day started in about an hour, and she couldn't risk being late to Professor Walsh's class again.

She had just finished getting dressed in a long sleeved shirt and a floor-length brown skirt when the door squeaked open behind her, revealing a well-rested and post-sex-glowing Buffy. Buffy smiled at her friend and started digging frantically through her closet since their class started in an hour and she still needed to shower and do her hair.

"Hey Willow, how'd your night at the library go?" Buffy asked, but didn't notice Willow's unwrinkled bed. Realizing that her bed was pristine from when she'd made it the day before, Willow launched herself onto it and ruffled it up before replying to Buffy's question.

"Oh great, got some serious studying in. You didn't come back last night?" Willow asked and Buffy blushed despite everyone's knowledge that Buffy wasn't 'little miss innocent.' Compared to Willow, Buffy _really_ wasn't.

"Oh, I spent the night at Riley's. It was nice," Buffy replied a bit awkwardly. Things were just uneasy between them and she didn't know what to do. She wanted to confront Willow about it, but she was worried about upsetting her. Since they'd hit college they just hadn't been as close as they used to be. It was really something both of them were troubled about, but didn't know how to go about fixing things.

"That's great, Buffy. I'm glad you found a nice, normal guy," Willow said with a false smile. Buffy nodded and searched around for her bag full of her books for her classes.

"Yeah, I mean he has nights when he's pretty wiggy, but he's usually normal."

"Wiggy? Wiggy how?" Willow asked, genuinely curious as to what would cause Buffy to call her new boyfriend wiggy.

"Well like a few nights ago, we were talking and hanging out and his friends showed up and practically dragged him with him. He seemed concerned, but when I asked about it, nada, like it never happened." Buffy didn't seem that concerned, but what she said sent Willow on edge. A few nights ago Spike had escaped from a secret organization, and he had described one of the men, and the description had sounded a lot like Riley. Maybe he wasn't as normal as Buffy thought. In order to not arouse suspicion, Willow kept her mouth shut. The girls kept up idle chit-chat until Buffy left to go take a shower. Willow sighed, relieved, and sank onto her bed, relaxing until class.

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><p>Spike felt even worse than he had last night. Drinking pigs' blood didn't exactly do wonders for healing either. To numb the pain, Spike had downed a whole bottle of whiskey and was now napping in his chair, his T.V. turned to some old horror movie. He was so out of it he didn't even notice the light knocking on his crypt door. He continued dozing even as the door slowly creaked open and was quickly shut in order to not bathe Spike in lethal sunlight. Still he didn't notice when Willow stepped inside his crypt.<p>

She avoided half empty bottles of whiskey and scotch, cartons of cigarettes, and surprisingly enough, Chinese takeout. She'd have to ask about that one later. A smile graced her face as she stared at the vampire snoozing on the chair. He was curled up with his sun blanket under his head, using it as a pillow. He looked so… innocent, which is something she was smart enough not to ever say to his face. Worrying about waking him up, she turned around and paced in front of the entrance to his crypt, trying to decide whether or not to leave. A thought occurring to her, she wandered towards his fridge he had set up in the corner of his…home, and opened it up, glancing through it. It was nearly empty; only two jars full of what could only be blood. Wrinkling her face in disgust she closed it and started to head back outside, figuring she could stop by later or something.

"So you just stopped by to raid my refrigerator? I can assure you you'll find my selection to be rather…not to your liking," mumbled a sleepy-sounding Spike. His voice startled her and her heart thumped rapidly in her chest until she turned around to face him. He grinned at her and stretched out, as if he was _trying_ to get Willow's eyes to wander where they shouldn't. Mentally slapping herself, she quickly darted her eyes back up to his face. Spike of course had caught her little look and his grin widened even more, causing Willow to blush nearly as red as her hair.

Once her eyes had locked back onto his face, she couldn't help but notice how beat up he still appeared. One of his eyes was still nearly swollen shut and the other was still darkly bruised. His lip was swollen in a few places and had been split. Bruises lined his gorgeous, prominent cheekbones and he had deep scratches in his arms from the demon's claws. He looked pretty miserable; no wonder he had been in such a deep sleep.

"Are you ok? Well, oh, I guess that was a silly question since you are all covered in bruises, and fought with a demon last night-morning- and drank a whole bottle of whiskey and-"

"Ok pet, you're rambling now. In regard to the injuries, I've handled worse," he paused, looking her over, noticing the bruises on the side of her face and where her cheek had bled from striking the wall. "Now you look a bit worse for wear. How have you been feeling?" Spike sat up, slowly as to not hurt his bruised ribs, and stared at her. She fidgeted under his heavy gaze, but sat down on the floor, after glancing worriedly around for spiders or other nastiness.

"Oh, I mean yeah there's some pain, but I can handle it. You should have seen Buffy's face when she finally realized I looked all beat up. It was nearly impossible to convince her I tripped on a stack of books in the library and fell into one of the shelves." Spike snorted at this, just imagining Willow falling over books. Finally, he decided to go ahead and go through with the plan he had devised earlier. He was going to get her to help him remove the chip. Of course she wouldn't realize that's what she was doing, but she would. Willow was too much of a goody-goody to go without knowing just who had kidnapped and chipped him. She would want to tell the Slayer that somebody was encroaching on her turf. Spike already knew about the two who had been at the Bronze, but they obviously weren't that important.

"I bet that was successful then, well its good you aren't hurt too badly, figure I'd feel the effects since it was my fault you were hurt. Listen, did you find out anything about this chip, or the people who put it there? I figure it could help the Slayer fight evil and all." Spike's stomach growled so he rose from the chair he was occupying and headed towards the meager blood supply in his fridge. Willow raised an eyebrow at him. Why would he want to help Buffy? He hated her. _Like he hated you not to long ago . . . maybe he's changed . . . maybe this chip is a good thing. _She couldn't help these thoughts from traveling through her mind. If he changed into something good then she could tell Buffy about what was developing between them. Willow wanted to believe that Spike may actually like her. She needed to believe that or else she'd fall back into her pit of depression. Being wanted was something that felt beautiful; it made her feel like she was meant to be there.

"Why would you want to help Buffy? Don't you hate her?" Spike glanced at her and shrugged as he finished downing his blood.

"Well yeah," he started and placed his blood back in the fridge. He slowly started walking back towards Willow. Her heart couldn't help but flutter as she felt his eyes bore into her. "But you would want to help her right? I figure that would make you want to figure out what happened to me."

"Honestly I'd probably look into this anyways. It's just so weird that one little piece of plastic could completely alter your functioning. One device that can debilitate you and remove anything that made you able to hurt people."

"Thanks for reminding me," Spike commented sarcastically. Even with being attracted to the girl, he wanted to snap her neck for that. She had just nonchalantly waved him off as not being a threat. It pissed him off, but he needed her, so he couldn't be his usual evil self.

"Sorry, but it's true, it's fascinating really." Willow could tell she had that look in her eye, the one where her inner nerd was being stimulated. She had a purpose now, and that would lead to her resolve face pretty soon. "Anyways, you remember telling me about the one who led your capture? He sounds a lot like Buffy's new boyfriend."

_I knew it! I knew the bloody Slayer had something to do with this! _He thought. He had figured that even when he was still captured. It just reeked of that stupid blonde and how she always ruins everything. Spike was having another moment of wishing he had never stuck around in Sunnyhell. Of course then he looked at Willow and decided that maybe he would find something worthwhile here. She'd be nice to have around to spy on the Slayer with. He'd be able to take the Slayer down from the inside, and the witch would have no idea she would have been a part of it.

"Should have known the Slayer would have her hands in on this. . . So tell me about this boy-toy of hers. Is he tough?" Spike nearly winced at how similar that sounded to what he'd asked about Buffy when he'd first come to this stupid town. That certainly hadn't played out well for him, and he figured he was going to jinx himself. Before Willow could reply, they heard loud footsteps outside of Spike's crypt. Puzzled, Spike grabbed Willow and they backed away from the door, just in case. After a few silent moments, the door flew off of its hinges and let in a large amount of fatal sunlight. Spike hissed and backed away from the light as his arms sizzled. He glanced at what had entered the crypt, and if his heart beat, it would have stilled in his chest. Since it was already still, he didn't have to worry about the ensuing death that would have occurred.

Standing in the doorway of his crypt was one of the worst demons around. They were nearly impossible to kill, and extremely intelligent, which was different from most demons. Willow couldn't help but scream. If Spike looked terrified, this had to be something very bad. As if her scream jolted him out of his frozen state, he grabbed her and they bolted down towards where his crypt connected to the sewers. Spike was glad he knew the sewers by heart. They heard a great roar behind them and it sounded like the demon had just crushed his TV.

"Oh bugger."


	5. Kidnapped

**A/N: **Enjoy! Prepare for some serious plot twists in the upcoming chapters. Things are starting to heat up! Reviews would be great to motivate me to update faster, although I've pretty much grown attached to this story considering it was my first fan fiction, so I quite enjoy writing it. Poor Spike just can't catch a break. I've abused him horribly in this fic.

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><p>Water splashed around the two as they bolted through the sewers, Spike practically dragging Willow along as the thundering footsteps echoed behind them. She was past the point of terrified and was quickly approaching petrified. Spike's strong and nearly painful grip on her arm was what kept her from being frozen in place. If Spike was running, it had to be one of the biggest baddies around. The demon was obviously gaining on them since Willow could now hear its panting breath and could simply imagine the spittle flying from its mouth. She really hoped Spike had some tricks up his sleeves, because if not, they were going to be a demon's kibbles and bits. After making it around a sharp turn, Spike picked up the pace, much to Willow's dismay. <em>You'd think with all the running from monsters I do that I'd be able to keep up.<em> She thought while wishing she would have worked more on her cardio.

Before she realized where they were going, Spike dragged her into a small room connected to where they were. It seemed to be some sort of utility room. He let go of her arm and she clutched at the wall in order to keep from toppling over from exhaustion. At this rate, she was never going to leave her dorm room again. All this paranoia was going to turn her agoraphobic. She watched as Spike closed the door and leaned against it. He looked mad, but also worried. Willow guessed it had to do with him not being able to fight in his current condition. Since she figured the demon was gone, she opened her mouth to ask what in the heck was going on, but Spike's hand clamping over her mouth told her that if she talked they'd both probably die. Suffice to say, Willow didn't want to die, especially not in a sewer.

When he was satisfied Willow wasn't about to go on one of her babbling sessions that he was just figuring out happened quite often, Spike removed his hand and paced in front of the door before finally sinking into a sitting position against it. He was stuck there for at least four more hours until sunset, so he wasn't letting Willow leave. It wasn't for her protection per say, but that was important in making sure the Slayer would deal with this threat. No, he just didn't want to be stuck in the sewers for four hours with nothing to do other than twiddle his thumbs. He grinned as he watched Willow breathe heavily, and he was glad he didn't have to. Willow caught this grin of his and sent a scowl his way, trying hard not to just flip him off instead.

"You can talk now, luv, I'm pretty sure he's gone now," Spike commented, desperate for something to keep him entertained, and the red head was normally pretty good for that. She nodded and stood up, pacing around the small room while she had her face scrunched up in thought. Spike couldn't help but think it was kinda cute. She was really the only cute thing he could stand. Like when he had kidnapped her. He hadn't needed her to perform the love spell; he would have bit her on the spot.

"I-what was that! Hey, what are you thinking? You have this disconcerting sly little grin and that's usually a bad thing when it comes to you." Willow was focused on figuring out what was going on, until she had looked at him of course. She was a nut-case lately. He was making her nutty. She couldn't help but compare him to Oz, and he was already winning. Spike didn't leave the people he loved in his special soulless vampire way. He would have been with Drusilla til the end if she would have kept him. They had more in common than they'd want to ever admit. Well besides being polar opposites on the morality scale, and the fact he would burst into flames in the sun. She guessed it was better than a werewolf boyfriend who would have no problems killing you and slashing you to pieces on three nights a month. At least Spike was constant in his evilness.

"That was a demon," he said with a look on his face screaming 'duh' and then he continued onto her next question. "Hmm? What am I thinking? Just about a certain ginger that was nearly a nummy treat for a depressed vampire," Spike told her with a wink. Willow made a face at the ginger comment, but nodded and finally sat down across from Spike. He glanced at her questioningly, but shrugged. He figured she liked him, he _was_ pretty likeable, well he should have been . . . ok, in all actuality he was a major jerk, but he had cool hair.

"Last year? I was a major dweeb though and had a penchant for dorky sweaters," as she glanced down at the sweater she had thrown on before heading over to Spike's crypt, she continued with her statement, "and still do." She blushed, which only made Spike laugh even harder. She really needed to buy less childish clothes. Cartoony polar bears are _not_ sexy. At all. "Hey! Quit laughing at me! At least I don't abuse bleach and wear leather all the time . . . well I guess there is that one time last year . . . but uh we don't need to discuss that." Willow was suddenly very intrigued by a water stain on the ceiling of the small room. Spike raised his scarred eyebrow at her, suddenly fascinated as to what would cause Willow to decide to wear leather. He tried imagining the girl in leather, and wished he would have been there for it.

"Really? We're stuck in here for four more hours; I think we do need to discuss what would lead to you being decked out in leather. We've got nothin' but time, pet." Spike leaned forward and wiggled his eyebrows at her, and just being his annoying self.

"You know, you're really annoying for a big scary vampire." Spike shrugged, accepting this as a fairly accurate fact. He was only annoying because it elicited a reaction from her. As she leaned forward, about to delve into the story of her having to pretend to be her vampire self, the door splintered open for the second time that day. Willow screamed and leapt up, which just caused the demon to laugh a deep, gruff chortle.

"Piss off! She was in the middle of her leather story you dimwit!" Spike yelled at the demon that was towering over both of them. In this moment Willow was struck with the random thought that Spike was kinda short for a big scary vampire. Of course this moment didn't last long because suddenly Spike was yelling out in shock and pain as he flew across the small room. A loud crack echoed through the room as a few of his ribs broke from the impact. Willow yelped when the big burly demon grabbed her arm and started dragging her away.

"Hey!" She yelled, kicking and wiggling around, trying to squirm free. This struggle was quickly lost as the demon bashed her head against the cement walls, effectively knocking her out. Spike watched all this from his spot on the ground, clutching his side. _Shit!_ He thought, _there goes my ticket out of poof-ville._ He groaned as he got to his feet and stumbled after the demon, trying to get his witch back. If the demon was what he thought it was, Willow was in for some serious trouble, and she couldn't die! He needed her to figure out how to get his chip back, and if she died Buffy and her stupid friends would think it was his fault. He picked up his pace, but growled in irritation as the demon took Willow up a ladder and into the sun. In a fit of rage, Spike punched the cement wall, sending cracks through it and some pieces of concrete fell from the wall. He would have to backtrack to his crypt and somehow talk to the Slayer without being staked. It was going to be a major pain in his arse.

As he quickly made his way back to his crypt through the tunnels in the sewers, he went through all the possible scenarios that could occur, and none of them were good. Nearly all of them ended with him being staked. When he climbed up into his crypt he was beyond pissed. The damn oaf couldn't have left his bloody tele alone! That was the only sodding thing he destroyed! Figuring he had plenty of time to complain and rage about it later, Spike grabbed his duster and pulled his blanket over his head to face the sunlight. It was fading, but that didn't make it any less deadly. _That bloody Gem of Amara would be helpful right about now_ Spike mentally complained as his flesh smoked. On the way to the librarian's apartment, Spike had to stop inside multiple alleys and stores to keep from combusting. This of course drew many curious stares, but he ignored them. Spike cowered from the sun in the doorway to Rupert's apartment and vigorously knocked on the door, hoping that Buffy wasn't there.

When Giles pulled open the door and a beat-up Spike appeared in the doorway, Giles nearly yelped in surprise. _Why in the bloody hell is he here!_ Giles wondered, considering the last time Spike was out and about he was trying to kill Buffy. What surprised Giles even more was the fact that Spike had his hands up, as much as he could while still maintaining a hold on the blanket, and he looked desperate.

"There's no time to explain, Watcher, just let me in. Willow is in trouble and if you don't let me in your lil witch is gonna get drained by a Sihirli Demon." Baffled at why he was going to let the murderous creature in, Giles nodded and told Spike to come in. Of course right when he stepped inside, Buffy came out of nowhere and manhandled him into a chair. Spike had wondered why Giles had been shooting bizarre looks to the area behind the door that Spike hadn't been able to see. Buffy was puzzled as to why Spike hadn't fought back. It was so unlike him.

"What do you want Spike? I thought beating you up was kinda clear. We. Don't. Want. You. Here," She said, emphasizing each word as she leveled a stake against his chest. "Tell me why I shouldn't just dust you where you sit?" She asked him and he rolled his eyes. He had this one in the bag he realized. If he mentioned Red, they would pause long enough to hear what he had to say, and he was the only one with the slightest idea as to where she was. He knew that as long as the witch was missing, he had a 'get out of jail free card' so to speak.

"Now Buffy, I know none of us like him, but he must have a reason for seeking out his enemies. Right Spike, now what were you yammering about Willow?"

"Yeah, yeah, listen, I hate you lot, but I wanted to tell you some Sihirli demon ran off with your lil witchy friend. Normally I wouldn't have bothered, but I didn't want you lot buggin' me and thinkin' it was _my_ fault."

"A Shrilly demon? What's that Giles? So why do you think I'd be dumb enough to let you go and help us?" Buffy used air quotes around the word help and glared at the tied up vampire. Giles recognized the demon name and hurried over to his bookshelf, searching for the right book.

A Sihirli demon you daft bint, and it's not like I could hurt you anyways," Spike mumbled the last part, barely loud enough for Buffy to hear. She of course rolled her eyes and mumbled "yeah right."

"You want proof?" Spike asked, and before Buffy could reply, he kicked her in the shin. They both yelled out in pain, Buffy clutching her leg and Spike straining against the rope that kept him from grabbing his skull in agony. When she realized Spike was telling the truth, Buffy started laughing. After nearly a minute of un-interrupted laughter, Buffy wiped tears from her eyes and her laughter died down. By this time Spike was beyond irritated.

"Are you about done?" Spike asked her, quite annoyed. He was regretting coming here. It did guarantee the witch would be rescued, but it really had him miffed. Buffy stuck her tongue out at him and was about to tease him more when Giles exclaimed, "Oh!" Figuring this meant he found something, both Buffy and Spike glanced at him in anticipation. As expected he wandered towards them, a book in hand and a worried expression on his face.

"Oh, what? Giles, you have the 'grave danger' face on, what gives?" Buffy asked, worried for her apparently missing friend, she really didn't want to believe Spike was telling the truth. Giles adjusted his glasses and began to read an excerpt from the book.

"Sihirli demons originate from Eastern Europe, in particular, Turkey, hence the name of them. It literally translates to 'magic demon.' They feed off the powers of witches in order to procreate. Once the witch is drained of her magic, she will never re-gain her abilities. Additionally, the Sihirli demons tend to…erm…reproduce with the witch it takes hostage, making her carry the babies. Once the offspring come to term, they absorb the mother's life force and soul and burst forth from her, leaving behind only the skin of the victim. These demons are extremely powerful and intelligent and nearly impossible to kill. It takes a specific ritual to bind the demon and then the blood of 'The Pale Ones' in order to weaken it enough for it to be killed rather than just banished."

"So this demon guy kidnapped Willow to steal her magic and have babies with her? Gross! Well. Let's go kill this thing!" Buffy was edgy and ready to go. Magic was a major part of her friend, and without that, she'd be crushed. Of course Willow being kidnapped by any demon was bad, but this guy was worse than the run-of-the-mill baddies they usually dealt with. There was only one thing Buffy couldn't figure out.

"The Pale Ones? That means vampires right? If so, Spike just became our blood sacrifice."

"Hey! I never agreed to that!" Spike complained. Giles sighed, figuring these two would be at each other's throats the whole night.

"We have to wait until sundown anyways. This demon shouldn't be able to perform the magic draining ritual until midnight, so I think we'll have plenty of time to figure out the logistics of this plan." Giles said, hoping the two wouldn't drive him bonkers by the time the sun set. Spike nodded and finally relaxed in the uncomfortable chair. He was hungry, and his stomach growled, proving this. Giles and Buffy both noticed because it was so loud.

"Mind getting me some blood, Rupey? I need up to my full strength and all that. That demon sure gave me a beating." After much arguing, Buffy finally left to get him some blood after Giles practically shoved her out the door. The butcher's place was only right down the street anyways. Giles figured if Spike was going to help them out, that he might as well be somewhat civil. Of course Spike's last comment brought up a question Giles had wanted to ask the whole time Spike was there.

"So, why were you with Willow? Did you try to make her cast a spell for you again?" Giles asked him with a scowl.

_Cripes…busted_ Spike thought, figuring it was going to come up sooner or later. What could he say that wouldn't result in his dusty demise? As thoughts spun through his head, possible lies threading together in his head, he tried to play it nonchalant. Giles couldn't know just how acquainted they'd been. _All for selfish reasons_ he quickly brought up in his mental tirade. He would never help her unless he wanted something from her later.

"Oh nah, spells never work out well anyways. I was walking back from the butchers and spotted the demon running off with her unconscious body, figured I'd tell you so you wouldn't come after me and stake me or something." Giles gave him a look that said he didn't quite believe him, but he didn't push the vampire because at that moment, a frazzled and worn out Buffy bolted inside the apartment and slammed the door behind her. With wide eyes, she clutched the paper bag of blood to her chest.

"I think our magic-y demon brought some friends, its freaking crazy out there! I just killed like four of them and there are at least five more outside your apartment." Buffy dropped the bag of blood in Spike's lap and hurried over to Giles' weapons rack and pulled out an oversized axe.

"So, let me guess, you led them over here?" Giles asked, exasperated. Every time demons showed up at his apartment, he always had to spend a small fortune repairing the damages. As this thought went through his mind, two of his windows shattered and demons tried to crawl in through them. Spike struggled in his ropes and gasped in pain as his broken ribs screamed in protest. Seeing this struggle, and now knowing he couldn't hurt them, Giles quickly untied him, hoping he wouldn't run off. Spike groaned as he took in the 'foot-soldier' demons surely sent after the Slayer to distract her for as long as possible. This was just not a good week for him. The redhead was just mucking things up for him. With a dramatic sigh, Spike yanked a sword out of Buffy's outstretched arm and prepared to kill some demons to relieve the stress quickly building up inside of him.


	6. Alliances

**A/N: **It took me so long to find inspiration to finish this story, so sorry to everybody I left hanging for awhile. I wanted to wait until I knew I'd be able to write something decent. I still might go back and edit this even more, but I'm pretty happy with it considering the serious writers block I've been having. I know this is shorter than my last chapters, but it kinda needed to be this length, the next chapter will be longer, and won't take me near as long to update. Again, sorry guys! Read & Review please? :) The only warnings I've got for ya is excessive fighting and mentions of torture, I didn't go into details though.

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><p>Pain throbbed through her skull and she was utterly baffled as to where she was. One moment she was trying to escape from a demon and the next she was tied up and quite obviously beat up. Once Willow realized she literally couldn't move at all, she panicked and attempted to thrash around. The only thing preventing her from screaming out in terror was the tape over her mouth. A loud thumping sound, like heavy footsteps, approached her and she recoiled as slimy fingers caressed her face. When she opened her eyes, she nearly gagged. The blackish demon was covered in pustules and spikes. Its eyes bulged from its face and its mouth, curled up in a sickening smile, was filled with razor sharp yellowed teeth. It was a horrifying sight.<p>

"So, you are the mighty witch in town? If you were so great I wouldn't have caught you. No, you had to cower behind a vampire." The thing teased her and she nearly gagged as his breath washed over her. Smiling, the demon violently ripped off the tape over her mouth. This time she was able to scream, which only caused the demon to chuckle even more. Composing herself, she willed the tears away that were building up in her eyes. She was completely terrified and nobody was going to save her. The only person who knew she was gone was Spike, and no matter what had happened the last few days, he wouldn't save her. That wasn't his style. Willow knew she was going to die alone and in pain, and this thought gave her the bravery to say whatever she felt like saying, she was going to die anyways.

"What do you want pus face?" She asked him with a scowl that was all bravado. He glared at her, but then an evil gleam appeared in his eyes.

"Oh, are you not happy with my appearance? What about this?" His skin rippled and reformed. Seconds later, an exact replica of Spike stood before her, and she choked back a sob. The demon had all of Spike's mannerisms mastered and he lifted a scarred eyebrow at her. This was just cruel. She'd always found Spike attractive, but she would have never admitted that to anybody, especially Buffy. She was convinced that Spike was icky. Willow squeezed her eyes shut, ignoring the demon's grating laughter. At least he didn't sound like Spike.

"What the hell do you want! Let me go you big, ugly jerk!" Willow screamed at him, losing her bravado. She was scared. This guy obviously meant business.

"You'll find out in a few hours…until then, I think we should see just what you're afraid of little witch. Let's find out what really sends your heart into a fluttering fury." Willow was puzzled until the demon, now appearing as himself once again, dropping the Spike visage, reached behind him and pulled out a wide selection of tools that could only be described as torture devices. Willow knew she'd never be able to stand torture. Hopeless tears streamed down her face, she again visited the thought that nobody was going to save her. She could have tried to do a spell, but her energies were too unfocused. She'd never be able to cast a spell in her state of mind. As the demon eased closer to her, light glinting off of the metal tool he carried, Willow bit her lip to hold in the scream that was likely to try to find its way out of her throat. She didn't want to give him the satisfaction of enjoying her yells of pain.

A grin lit up Spike's features as he decided against using the weapon he'd grabbed from Buffy and just jumped into the fight, fists flying. One demon came at him, and the other decided to attack Buffy. Spike completely forgot about her and the Watcher and focused entirely on beating the guy in front of him into a bloody pulp. He still felt weak, and a good blow to his ribs would send him doubling over in pain, but he needed to fight something. He was pissed that the Sihirli demon thought that he could just snatch Red up for his own selfish purposes. Spike needed her for _his_ selfish needs.

Blood spurted out of the demon's nose as Spike's fist connected, breaking it with a loud snap. It roared loudly and leaped at him, knocking them both to the ground. If Spike had breath, it would have been knocked out of him when he hit the ground. They were a rolling mass of fist and fangs, and knocked over a side table in their little battle, causing Giles to cringe, but the side table was quickly forgotten when the other three demons busted through his door. By this time, Buffy had killed the demon that had attacked her, and Spike was wrapping his hands around the throat of the demon he was fighting on the ground. Giles swung his axe at one of the incoming demons, chopping off a nice hunk of flesh off its shoulder. The demon howled in pain and rage and swatted Giles aside with its arm. Giles flew back, but thankfully landed on his couch. Just as the demon was going in for the kill, a pale arm reached out and dug its fingers into the bleeding, sore flesh of the demon's shoulder. The noise it made was a horribly shrill scream and it turned around and hissed at Spike.

"That the best you got, mate?" Spike asked as he shook his head and vamped out. With the increased fighting skills and strength of his demon, he grabbed the demon around the neck and squeezed. Its eyes bugged out as the pressure increased until its head popped off with a wet squishing sound. Buffy had killed the other two demons around her, and she gaped in shock at Spike. Not so much for the gross way of killing the demon, but more because he had saved Giles. Spike stuck out a bloody hand to help Giles up, but the ex-librarian politely refused the gore covered hand. Shrugging, Spike wandered into the kitchen to wipe his hands off on one of Giles' hand towels. Buffy rushed towards her mentor.

"Giles! Are you okay!" She asked him as she helped him to his feet. He nodded slowly, still staring at Spike in confusion. _Maybe he isn't as bad as the Watchers' journals say he is . . . _Giles grudgingly considered. He would have to look into it later, for now, he needed to use a spell to find Willow. Walking away from Buffy, he dug around in his magickal supplies until he pulled out a map of Sunnydale, some incense, and a spell book. As Spike and Buffy stared at him in bewilderment, he looked up and snapped at them.

"Well don't just bloody stand there! Gather weapons, we are rescuing Willow once I finish this tracking spell," he swiftly turned his attention back to the task at hand, missing Buffy's slightly surprised expression. He always sounded so British when he was irritated. Nodding Buffy turned around and started helping Spike gather up some weapons. As he bent over to pick up a sword, he hissed out a breath in pain as his ribs ached in his chest. Since he kept re-injuring himself, it was likely it would take a while to heal. Buffy noticed, and sighed, searching for the bag of blood she'd gotten from the butcher. Once she found it, she shoved it towards his chest.

"Here," she told him as he instinctively took the bag from her. Spike removed the blood from inside and drained it, cold. Even though the animal blood tasted terrible, his face vamped out, and he had to rein his demon back in. Buffy made a disgusted face, but she was kinda glad he'd been there. If he hadn't, Giles wouldn't have been more injured than he was.

"Better?" She asked him, and he glanced at her in surprise. _When did she start caring? _

"Why do you care, Slayer?" He asked her with suspicion in his tone. He had this feeling she was gonna start being her usual self anytime now. When did they get along without trying to kill each other?

"Because you are going to help us rescue Willow, and if you aren't in tip-top shape then we won't get to her in time . . . and I can't have us not saving her in time because of you," she told him, her voice oozing with protectiveness towards her friend. Willow was always there for her, and she couldn't imagine her life without her. Sure, they hadn't been as close as they used to be lately, but that didn't mean that Buffy cared any less for her best friend. She didn't know why Spike was helping, but she wasn't going to question him about it, she needed all the help she could get.

"Will you too put a sock in it? If you want to save Willow so badly, then let's go, I've got her location. She seems to be held captive in the old factory that Spike and Drusilla used during your junior year Buffy," Giles told them as he gathered up a few weapons and practically charged out the door. He cared about Willow as if she was a daughter to him, so he felt it was his fatherly duty to rush to the rescue as fast as possible. Research wasn't a priority at the moment.

"Uncreative wanker, that's MY evil hideout!" Spike grumbled as he and Buffy followed Giles out the front door. Even though he seemed uncaring and flippant on the outside, in reality he was a mess. If anything happened to Willow he wouldn't ever get the bloody chip out of his brain, and she was nice to look at, and he'd rather it be him doing the torturing, because that would just be fun. Wait until she begged for mercy and all that rot. It had nothing to do with the strange feeling that overcame him every time he was near her. It was that kiss that did it! Stupid bint.

"Hey! Earth to Spike!" Buffy yelled at him, pulling him out of his thoughts. She'd said his name three times already.

"Hm? What do you want now?" He huffed out in annoyance. _Does this girl ever shut the hell up?_ He wondered as he waited to see what it was that was so important that she had to keep bothering him. Honestly he just wanted to save Red, convince her he was "good" so she'd remove his chip, and then vamoose on out of this Podunk town that had witnessed multiple kickings of his arse. He'd just wait til a new Slayer was called, and then make that one his third. Buffy was just not worth all the trouble.

"I was _trying_ to lay out our plan of action, but you weren't paying attention. No wonder you got defanged, I'm surprised they didn't just kill you," Buffy said, mentioning the soldiers that Spike was saying he'd escaped from sometime during their earlier discussions before the demons attacked.

"Plan of action? Can't we just rush in, kill the baddie and get out? Isn't that what you hero types do?" He asked her seriously. That was normally what he did. Plans just distracted, run in and get out and there's no worries. He guessed that might be what his downfall has been the whole time with this Slayer. Spike just ran out with fists and fangs flying, plans being the furthest from his mind.

"Ugh! Never mind," She grumbled at him and scurried to ask Giles what they were going to do. Spike shrugged, stuck his hand in his duster pocket and pulled out his Zippo and a cigarette. He seriously needed the nicotine rush at the moment.

Twenty minutes later, inside the factory, Willow couldn't hold back her tears or screams any longer. This demon sure knew how to torture. She was just glad he'd finally given up, saying something about there not being much time left. The redhead was terrified and in tremendous pain. She'd been cut, burned, and a few of her fingers were now broken, must be karma for what her vampire-self did last year. Tears slowly leaked down her cheeks as she hoped, and even prayed for somebody to save her. She'd try to use her magic, but she felt so drained that there was nothing to pull from, no energy she could transform into something else. Giving up seemed like a nice plan of action at the moment, but she couldn't. Where was her resolve face when she needed it?

The demon had been out of the room for at least ten minutes now, and while she was relieved for now, she felt like it wouldn't last. This was like the calm before the storm and shit was about to hit the fan, _and that was just way too many metaphors,_ she thought with a bit of a delirious giggle. Before her giggles could turn into full on hysterical laughter, the door to inside the factory flew off its hinges, causing Willow to jump as much as her restraints would allow. She looked towards the door, and the person she saw standing there made her gape in shock.


End file.
